United States: Foreign Private Issuers May Begin Submitting Their Financial Statements In XBRL

On March 1, 2017, the Securities and Exchange Commission (SEC) provided notice that the International Financial Reporting Standards (IFRS) taxonomy has been published on the SEC's website as provided for by the EDGAR Filer Manual. Foreign private issuers (FPIs) that prepare their financial statements in accordance with IFRS and are subject to Rule 405 may immediately begin submitting their financial statements in interactive data format using the eXtensible Business Reporting Language (XBRL). Indeed, existing Rule 405 would require FPIs to submit financial data in XBRL upon publication of the IFRS taxonomy (which would be as early as May 1, 2017, for an FPI with a fiscal year ending December 31, 2016, filing a Form 20-F). However, the SEC is giving FPIs time to comply with the requirement by allowing them to wait and submit financial data in XBRL with their first annual report on Form 20-F or 40-F for a fiscal period ending on or after December 15, 2017.

While the SEC adopted rules in 2009 to require FPIs that prepare their financial statements using IFRS as issued by the International Accounting Standards Board to provide their financial statements to the SEC and on their corporate websites, if any, in interactive data format using XBRL, the SEC had not specified an IFRS taxonomy on its website. Thus, FPIs using IFRS have not been able to submit their financial statement information to the SEC in XBRL. In 2011, the SEC staff, acknowledging the absence of IFRS taxonomy on its website, issued a no-action letter stating the SEC staff's position that FPIs that prepare their financial statements in accordance with IFRS were not required to submit interactive data files to the SEC or post interactive data files on their corporate websites, if any, until the SEC actually specified a taxonomy on its website for use by such foreign private issuers in preparing their interactive data files.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.